Loading...
HomeMy WebLinkAboutResolution 93-109 05/03/1993' ~ Resolution No. 93-109 N ~.~. of the City of Petaluma, California RESOLUTION ORDERING SALE OF CERTIFICATES OF PARTICIPATION 1993 CONSOLIDATED PUBLIC FACILITIES LEASE CERTIFICATES OF PARTICIPATION CITY OF PETALUMA The City Council of the City of Petaluma resolves: The City Council accepts the offer of Sutro & Co. (the "Underwriter") to purchase all of the certificates of participation to be issued pursuant to the 1993 Consolidated Public Facilities Lease, in accordance with the Purchase Contract of said Underwriter substantially in the form attached hereto as Exhibit A and by reference incorporated herein. The City Manager and the Finance Director of the City, or either of them, is authorized to approve the maturity schedule, interest rates, certificate date and closing date for the delivery of the certificates, and to execute the Purchase Contract. The City Council directs the sale and delivery of the certificates to the offeror in accordance with the terms and conditions stated in the approved Purchase Contract. * ~ Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the _ _ Approved as to Council of the City of Petaluma at a (Regular) ~}Iq~Xg~~l) meeting ~ form '~ ` J on the ....3i:tl ............... day of ..........jl(ley............................_.........-., 19..~~.., by the f following vote: .............~-• ;--•-• -•---•--•-- -'City At~orney AYES: Nelson, Read, Shea, Hamilton, Vice Mayor Sobel, Mayor Hilligoss NOES: None ABSENT: Barlas .- - ' ATTEST: ..- -- --.- - ... ............. .-........-.................. .... --•--.:.~ City Clerk Mayor Council File ..........................•-•--..-.. CA 10-85 Res. No. ........9.53.1.09.... N.C.S. ~ ~ ~~ ~ 1 ~ ~ v ~ 6~,~ CITY OF PETALUMA $8,475,000* 1993 TAX EXEMPT CERTIFICATES. OF PARTICIPATION (Consolidated Public Facilities Lease),. Series A and $825,000 1993 TAXABLE CERTIFICATES OF PARTICIPATION (Consolidated Public Facilities Lease), Series B PURCHASE CONTRACT May _, 1993 City of Petaluma 11 English Street Petaluma, CA 94952 Ladies and Gentlemen: The undersigned, Sutro & Co. Incorporated (the "Underwriter"), hereby offers to enter into this Certificate Purchase Contract (the "Purchase Contract") with the City of Petaluma (the "City"). The offer made hereby is made subject to acceptance by the City through the execution and delivery of this Purchase Contract to the Underwriter on or before 11:50 p.m., Pacific Standard Time on May _, 1993, and upon such acceptance, this Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. Capitalized terms used herein and not otherwise defined have the meaning set forth in the Official Statement hereinafter mentioned. The Certificates will be delivered in book-entry form, registered in the name of Cede & Co. as nominee of the Depository Trust Company. 1. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter agrees to purchase all (but not less than all) of the City's $ aggregate principal amount of Certificates of Participation, Series A and Series B, in an aggregate amount not to exceed $9,300,000 from the City. Purchase and sale of the Certificates under this Purchase Contract are subject to the terms and conditions herein set forth. The Certificates will be dated, will mature in the amounts and on the dates, bear interest at the rate or rates and have the initial offering prices (or yields) set forth on the cover of the Official Statement. The purchase price for all of the Certificates will be $ (representing $ aggregate principal amount of the Certificates less $ of Underwriters' discount of an amount *Preliminary subject to change. i~ not to exceed 1.30% of the par amount of Certificates [and $ of original issue discount) plus accrued interest, if any, on the' Certificates from. 1993, calculated on the, basis of a 360-day year of twelve 30-day months from such date to the date of the Closing, as hereinafter defined.] 2, Authorizing Instruments and .'Law. The Certificates shall be as described in a Trust Agreement dated. as of May _, 1993 (the "Agreement"), by and between the City, the City of Petaluma Financing Corporation (the. "Corporation") and Bank of America National Trust and Savings Association, as trustee (the "Trustee") on May ~, 1993 authorizing the Certificates. The Certificates shall be issued in.accordance with the provisions of the Law, the Resolution and the Indenture. 3. Public .Offerine. The Underwriter agrees to make a bona fide public :offering of all the Certificates .initially at the public offering prices (or yields) set forth on the cover page of the Official Statement with respect to the Certificates, dated the date hereof ,(the Official Statement together with all appendices thereto, and with such changes. therein and supplements thereto which. are consented to in writing; by the Underwriter, is herein called the "Official Statement"). Subsequent to the initial public offering, the Underwriter reserves the right to change the: public offering prices (or yields) as it deems necessary in connection with the marketing, of the Certificates. The Certificates -may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of Official Statement on the Date Hereof. Prior. to the date hereof, the City has provided to the Underwriter for its benefit and review the Preliminary. Official Statementdated ~ , .1993"(the "Preliminary Official Statement") thatthe City deems final (within the "meaning of Rule 15c2-12 of the Securities and Exchange Commission) as of its date, except for certain information in connection with the pricing of the Certificates. By its acceptance of this proposal, the City hereby ratifies the use and distribution by the Underwriter of the Preliminary Official Statement with such amendments and supplements thereto as are adopted by the City. The City hereby ratifies ~ and authorizes. the Underwriter to use and distribute, in connection with the offer .and sale of. the Certificates: the .Agreement, the Preliminary. Official Statement, the Official Statement and .other documents or contracts. to which the City is a party, including. this Purchase Contract and all information .contained herein and all information contained therein, and all other documents, certificates and' tatements furnished by the City to the Underwriters in connection with the transactions contemplated by this Purchase Contract. Pursuant to this Purchase Contract, the City shall provide, or cause to be provided., at its expense, to the Underwriter at the time of the acceptance .by the City of this Purchase Contract or as soon as practicable thereafter (but in any event not later than seven business days after the acceptance by the City of this Purchase Contract and in sufficient time to accompany any confirmation that requests payment from any customer) 250 copies of the Official Statement, complete as of its date of delivery to the Underwriter and. in;:form reasonably satisfactory. to the Underwriter, which quantity the Underwriter deems sufficient. to comply with the rules of the Securities and Exchange Commission. and the Municipal Securities Rulemaking Board. 2 i 5. The Closing. At 8:00 o'clock a.m., California time, on , 1993, or at such other time or on such other date as the City and the Underwriter may agree, the City shall deliver or cause to be delivered to the Underwriter, at a location or locations to be designated by the Underwriter in San Francisco, California, the Certificates in definitive form, duly executed and authenticated. Concurrently with the. delivery of the Certificates to the Underwriter, the City will deliver the documents hereinafter mentioned at the offices of Sturgis, Ness, Brunsell & Assaf, San Francisco, California or another place to be mutually agreed upon such delivery and pay the purchase price of the Certificates as set forth in~Section 1 hereof by wire transfer or by certified or official bank check or checks payable in immediately available federal funds. This payment. for and delivery of the Certificates, together with the delivery of the aforementioned documents, is herein call the "Closing". 6. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter that: (a) Due Organization, Existence and Authorization. The City is a public body, corporate and politic established and existing under and by virtue of the laws of the State of California (the "State") and has full legal right, power and authority (i) to authorize the distribution of the Preliminary Official Statement and the Official Statement by the Underwriters, (ii) to enter into this Purchase Contract and to sell and deliver the Certificates to the Representative as provided herein, (iii) to enter into the City Purchase Contract and to purchase the Certificates as provided therein, and (iv) to carry out and consummate all other transactions contemplated by each of the aforesaid documents; (b) Due Compliance. The Ciry has complied, and will at the time of issuance and sale of the Certificates by the City be in compliance, in all respects, with the Constitution and laws of the State in connection with the sale of the Certificates; (c) Due Execution. The City has duly approved the execution and delivery of this Purchase Contract and has authorized the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by this Purchase Contract and when this Purchase Contract is executed and delivered by the respective parties thereto, this Purchase Contract will constitute legal, valid and binding obligation of the City in accordance with their respective terms; (d) No Litigation. At the time of the City's acceptance hereof there is, and at.the date of Closing, there will be, no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body, other than as indicated in the Official Statement, known to be pending or threatened (i) against or affecting the corporate existence of the Ciry or in any way challenging the respective powers of the several offices of the officials of the City or the title of the officials holding those respective offices; or (ii) seeking to restrain or enjoin the issuance or delivery of any of the Certificates, or the collection of revenues or assets of the City 3 .~~°'~.®9NCia~' pledged or to be pledged to -pay the ;principal of and interest on the Certificates, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, this Purchase Contract,. the Resolution, the' Indenture or any agreement or instrument relating thereto, or contesting :in any way the completeness or accuracy of the Preliminary Official Statement or ,the Official Statement, or contesting the powers of the City its authority with respect to the Certificates, this Purchase Contract, the Resolution, the Indenture or any agreement or instrument relating. thereto; or (iii) in which a final adverse decision wold (a) materially adversely affect the operations. ~of the City, or (b) declare this Purchase Contract, the Indenture or the Resolution to be invalid or unenforceable,, in whole or in material part; (e) "No Breach of Default. The execution and delivery of this Purchase Contract and compliance with the provisions, thereof does not and will not in, any material respect conflict with or constitute on the part of the City a breach of or ,default under any applicable law or administrative regulation,of'the State, any department, division, agency or of the State,. any department, division; agency or instrumentality thereof; or the United States or any applicable judgment or decree or any loan agreement; note, :resolution, certificate, agreement or other instrument to which City is a party or is otherwise subject; (f) No other Approvals. Except. as may be required under. Blue, Sky or other securities laws of any state, all. approvals consents and orders of any governmental authority, board, agency or commission..having jurisdiction. whicH would .constitute a condition precedent to the performance by the City of its obligations hereunder have been obtained; (g) .Further Cooperation: Blue Skv. The City will furnish such information, execute such. instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order to qualify the Certificates for offer and sale under .the Blue Sky or other jurisdictions of the United States as the Underwriter may designate; provided, however; that the City will not be required to execute a special or general consent to service of process. or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (h) Closing Documents. ~ At the Closing, the Underwriter. shall receive the documents set forth in Section. 7 (e) of this Purchase Contract. 7. Closing Conditions. reliance upon the representations, City of its obligations hereunder, The Underwriter's obligations u following conditions: ~;~ The Underwriter has entered into this Purchase Contract in warranties and covenants herein. and the performance by the both as of the date hereof and.. as of ahe date of he Closing. nder this Purchase Contract are and 'shall be subject to the :, 4 ~~~®0 9 3 ®~ 0 9 N C S f ~. (a) Bring_Down Representation. The representation and warranties of the City contained herein shall be true, complete and correct in all material respects at the date hereof and on the date of the Closing, as if made on the date of the Closing. (b) ~ Executed Agreements and Performance Thereunder. At the time of the Closing (i) the Sales Certificate shall be in full force and effect, and shall not have been amended modified or supplemented except with the consent of the Underwriter (which consent will not be unreasonably withheld); and (ii) the City shall perform or have performed all of its obligations required under or specified in the Purchase Contract, the Official Statement and the Sales Certificate and to be performed prior to the Closing. (c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Sales Certificate and the City shall not be in default in the payment of principal or interest on any of its bonded indebtedness. (d) Termination Events. In recognition of the desire ~f the City and the Underwriter to effect a successful public offering of the Certificates, and in view of the potential adverse impact of any of the following events on such a public offering, the Underwriter shall have the right, in its sole discretion to terminate this agreement by notification to the City, if any time at or prior to the Closing, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Contract: (i) any event shall occur which makes untrue any statement or an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the .Constitution of the United States or by any legislation in or by the Congress of the United States or by the State of Califortia, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form or notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Finance of the United State Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment. of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States by a Committee of such House to which such legislation has been referred for 5 ~., r, ,~. RES®o ~ ~ ®~ 0 9 N~ S consideration, or any decision of any Federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service.. or other federal or State authority affecting the federal or State tax status of the .City, or the interest on bonds or notes of the general character of the Certificates; or (iii) any legislation, ordinance, rule or regulation ,shall be introduced in, or be enacted'by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within. the State shall be rendered which materially adversely affeets the market price of the bonds; or (iv) a stop order, ruling, regulation or officialstatement by,, or on behalf of, the Securities and Exchange Commission or any other :governmental agency having jurisdiction of the: subject .matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Certificates, or the issuance; offering or sale of the Certificates, including all underlying obligations,. as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1992, as' amended. and 'as then in effect, or that the Agreement need be qual'if ed under the Trust Agreement- Act- of 1939, as amended and as then in effect; or (v) legislation. shall be enacted by the Congress of the United States, or a decision by a court of the United States, or a decision. by a court of the Utited States shall be rendered, to the effect that ~ obligations of the general character of the Certificates, or the Certificates, are not. exempt from registration under or other requirements of the Securities Act of 1933., as amended and as then in effect, or the Securities. Exchange Act of 1'934, as amended and as then in effect, or that the Agreement is not exempt. from qualification. under. or other requirements of the Trust Agreement Act of 1939, as amended and as .then. in effect; or (vi) additional material restrictions not in force as of the date .hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange.; or (vii) , a general banking moratorium shall have been established by federal, State or New York authorities; or (viii) the United States has become engaged. in hostilities which have resulted in a declaration of war or a national- emergency or ,there has occurred any other outbreak of hostilities or a national. or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on 6 ~~ ~ . , J .. ,.. ~IES~. ~ 3 m 10 9 N C S the financial markets of the United States, being such as, in the reasonable opinion of the Underwriter, would affect materially or adversely the ability of the Underwriter to market the Certificates (it being agreed by the Underwriter that there is no outbreak, calamity or crisis of such character as of the date hereof); or (ix) any rating of the Certificates shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter's opinion, materially adversely affects the market price of the Certificates; or (x) the commencement of any action, suit or proceeding described in Section 6(h) of the City Purchase Contract or Section 6(d) hereof. (e) Closi~ Documents. At or prior to the Closing, the Underwriter shall receive with respect to the Certificates (unless the context otherwise indicates) the following documents: (1) Special Counsel Opinion. An approving opinion of Sturgis, Ness, Brunsell & Assaf, Special Counsel with respect to the Certificates ("Special Counsel"), dated the'date of Closing and substantially in the form included in the Official Statement. (2) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter, and dated and date of the Closing to the following effect: (i) The statements contained in the Official Statement under the captions "THE CERTIFICATES", "SECURITY FOR THE CERTIFICATES", and ~ "TAX MATTERS", insofar as such statements purport to summarize certain provisions of the Law, the Certificates, the Indenture and the opinion of Special Counsel with respect to the tax status of the interest on~the Certificates, are accurate in all material respects. (ii) The Certificates are not subject to registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Agreement Act of 1939, as amended. (3) ~cial Counsel Opinion. An opinion of Special Counsel to the City, dated the date of the Closing and addressed to Special Counsel and the Underwriter, in form and substance acceptable to counsel for the Underwriter to the following effect: ~~w9~®i09NC~ (i) This Purchase Contract has been duly authorized, executed and delivered by the City and constitutes the valid, legal and binding agreement of the City enforceable in accordance with its terms. (ii) The representations of the City contained iri clauses (a), (b), (c), (f), (h) and (j) of Section 6 hereof are we and correct. (iii) The information in the Official Statement under the caption "CITY OF PETALUMA" under the caption "CITY OF PETALUMA" (excluding therefrom the financial and statistical data as to which no opinion need be expressed), are accurately in all material respects. (iv) No consent, waiver or any other action by any person, board or body, public or private is required as of the date of the Closing for the City to enter into the Indenture or to enter into this Purchase Contract or to perform its obligations under any of the foregoing. (v) Except as otherwise disclosed in the Official Statement, there is not litigation or proceeding, pending, or threatened, .challenging the creation, organization or existence of the City the Corporation or the validity of the Certificates or this Purchase Contract seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which. a determination adverse to the City would' have a material adverse effect upon the financial condition or the tax increment revenues of the City, or which, in any manner, questions .the right of the City to use Tax Revenues to pay the principal of and interest and premium, if any, on the Certificates or affects in any manner the right or ability of the City to collector pledge Tax Revenues; rop vided the Underwriter may in its sole discretion accept the opinion of counsel. acceptable to the Underwriter and its counsel in lieu of the opinion required by this clause (v), to the effect that in the opinion of such counsel the issues raised in any related or threatened litigation are without substance or that the contentions of any plaintiff therein are without merit. (vi) That, without having undertaken to determine independently the accuracy and completeness of the statements .contained in the Official Statement nothing has come to the attention of such counsel which would lead it to believe that the Official Statement (excluding therefrom the financial and statistical data and forecasts included therein and, the information contained the Appendices thereto, as to which no opinion need be expressed) contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, ,in the light of the circumstances under which they were made, not misleading. RES®e 9 3~ 10 9 N C S i .. . (4) Certificate. A certificate of the City, dated the date of the Closing, signed on behalf of the City by its Authorized Representative to the effect that: (i) The representations and warranties of the City contained in the Purchase Contract are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing. (ii) To the best of his knowledge, no event affecting the City has occurred since the date of the Offcal Statement which as not been disclosed therein or by supplement or amendment and which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements. and information therein not misleading in any material respect. s (5) Trustee's Certificate. A certificate of the Trustee dated the date of the Closing, to the effect that: (i) The Trustee is a corporation duly organized and existing as a national banking association in good standing under the laws of the United States of America, and has full power and is qualified to accept and comply with the terms of the Indenture and to perform its obligations stated therein. (ii) The Trustee has duly accepted the obligations imposed upon it under the Indenture. (iii) No consent, approval., authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the consummation by the Trustee of the transactions, contemplated by this Purchase Contract to be undertaken by the Trustee, except as such may be required _ in connection with the distribution of the Certificates by the Underwriter. (iv) The compliance by the Trustee with the respective terms of the Indenture will not conflict with,or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or, to the best knowledge of the Trustee, after reasonable investigation, any .law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Trustee with respect to any Federal or state securities or Blue Sky laws or regulations). 9 ~~S®.~~ m 1 Q ~~CS ~-.~:~ ~. .~ i (v) To ,the knowledge. of the Trustee, there is no action, suit, proceeding, inquiry or investigation, at law or inequity, before or by.any court or governmental agency,, public board or body pending or threatened against or affecting the existence of the Trustee or seeking to ,prohibit, restrain or enjoin the execution and delivery of the Certificates or the collection of the Tax Revenues to pay the principal of and interest on the Certificates, or .the pledge thereof, or in any way contesting or' affecting the validity or enforceability of the bonds or the Indenture or contesting the powers of .the Trustee of its authority to enter .into and perform its obligations under any of'the foregoing, wherein an unfavorable. decision, ruling of .finding would, adversely affect the transactions. contemplated herein; or which, in any way, would adversely :affect the validity of the Certificates or the Indenture. (vi) Subject to the provisions of the Indenture.:, the Trustee will apply the proceeds from the Certificates to the purposes specified in the Indenture. (6) Disclosure Counsel's Opiiuon. An opinion of Telles & Raifman, San Francisco, California, as Disclosure Counsel, dated the date of the Closing, addressed to .the Underwriter and the City, to the effect that. the .Certificates are not subject to the registration requirements of the Securities ,Act of 1.933, as amended,. and that the Indenture is exempt from qualification pursuant to the Trustee .Agreement Act of 1939, as amended. , (7) Resolution. A, complete copy of the Resolution, certified by the Secretary to the City. (8) CDAC Statement; A copy of the $tafement.of Sale. required to be delivered to the California Debt Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855 (g) of the Government Code. (9) Additional Documents. Such additional certificates, instruments and other documents as the .Underwriter or its counsel may reasonable deem necessary ~to evidence the truth :and. accuracy as of the time of the Closing of the representations of the City and the due performance or satisfaction by the City at or prior. to such time of all agreements then to be performed. and all conditions then to be satisfied by the City. If the City shall be unable to satisfy the conditions contained in this .Purchase Contract, or if the obligations of the Underwriter shall be terminated for .any reason permitted by this Purchase Contract,. 'this Purchase Contract shall terminate and neither the Underwriter nor the City shall be under further obligation'hereutider, except as further set forth in Section'8 hereof. RED®. ~ ~ ~ 10 9 N C S ~~ s' 8. Expenses. (a) Ci +. The Ciry shall. pay or cause to be paid (but solely from the proceeds of the Certificates and not otherwise the expenses incident to the performance of the obligations of the City hereunder, including but not limited to: (1) the cost of printing of the Preliminary Official Statement and the final Official Statement in reasonable quantities and all other documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transaction contemplated hereby: (2) the fees and disbursements of the Trustee; (3) the fees and disbursements of Special Counsel and other experts or consultants retained by the City in connection with the transactions contemplated hereby; (4) the fees and expenses of Disclosure Counsel, including the fees in connection with the qualification of the Certificates for sale under the Blue Sky or other securities laws and regulations of various jurisdictions; and (5) the cost of printing or engraving, and mailing or delivering the definitive Certificates. (b) Underwriter. The Underwriter shall pay: (1) the cost of preparation and printing of Blue Sky and Legal Investment Memoranda if any to be used by it; (2) all advertising expenses in connection with the public offering of the. Certificates; (3) California Debt Advisory Commission fees; and (4) aU other expenses incurred by it in connection with its public offering and distribution of the Certificates. 9. Notice. Any notice or other communication to be given under this Purchase Contract to the City, or the Underwriter may be given by delivering the same in writing at the addresses set forth below: .~ 6 ~ If to the City: If to the Underwriter: City of Petaluma 11 English Street Petaluma, CA 94952 Attention: Executive Director Su_tro & Co. , Incorporated 201 California Street Sari Francisco, California 94111 Attention: Public Finance Department 10. Entire Agreement. This Purchase .Contract, when accepted. by the City., shall constitute the.entire. agreement between the City and the Underwriter and is made solely for the benefit of.the City and the Underwriter (including,the successors or assigns,of:any Underwriter). All the City's representations, warranties and agreements in this Purchase Contract hall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the: Underwriter (b) delivery of and payment for the Certificates hereunder, and (c) any termination of this Purchase Contract. 11. Counterparts. This Purchase Contract may be executed by the. parties hereto in separate counterparts, each of which when so executed and delivered.. shall be an original, but all such counterparts shall together constitute but one and the same .instrument. 12. Reliance on Representations and. Warranties. The City hereby acknowledges that the Underwriter, in executing this Purchase Contract and in paying for the Certificates as provided herein, is relying upon the representations and warranties of~ the City set forth herein. 13. Severabilitv. In case any one or more of the provisions contained herein shall for any. reason be held to be invalid, `illegal. or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any .other provision .hereof, ~ but this Purchase Contract shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. 14. ,State of California Law Governs. The validity interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California. Very truly yours, SUTRO & CO. , INCORPORATED ay: Its: CITY\CORPORATION ~E~®. ~ ca a '~.. (~ ~ 1~ ~i 12 ~.